Sec Form 4 Filing - B. Riley Financial, Inc. @ Arena Group Holdings, Inc. - 2023-11-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person B. Riley Financial, Inc. 2. Issuer Name and Ticker or Trading Symbol Arena Group Holdings, Inc. [ AREN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11100 SANTA MONICA BLVD, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2023 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 11/30/2023 S 5,323,282 D $ 2.9 0 I By BRF Investments, LLC ( 1 ) ( 2 ) ( 3 ) Common Stock, par value $0.01 per share 11/30/2023 S 363,246 D $ 2.9 0 I By B. Riley Securities, Inc. ( 1 ) ( 2 ) ( 3 ) Common Stock, par value $0.01 per share 11/30/2023 S 29,342 D $ 2.9 0 I By B. Riley Principal Investments, LLC ( 1 ) ( 2 ) ( 3 ) Common Stock, par value $0.01 per share 11/30/2023 S 1,588,642 D $ 2.9 0 D ( 4 ) Common Stock, par value $0.01 per share 11/30/2023 S 23,232 D $ 2.9 0 I By Bryant R. Riley, as UTMA custodian for Abigail Riley ( 1 ) ( 3 ) Common Stock, par value $0.01 per share 11/30/2023 S 25,809 D $ 2.9 0 I By Bryant R. Riley, as UTMA custodian for Charlie Riley ( 1 ) ( 3 ) Common Stock, par value $0.01 per share 11/30/2023 S 23,232 D $ 2.9 0 I By Bryant R. Riley, as UTMA custodian for Susan Riley ( 1 ) ( 3 ) Common Stock, par value $0.01 per share 11/30/2023 S 23,232 D $ 2.9 0 I By Bryant R. Riley, as UTMA custodian for Eloise Riley ( 1 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants to purchase Common Stock $ 1 ( 5 ) 10/20/2025 Common Stock, par value $0.01 per share 28,409 ( 6 ) 28,409 ( 6 ) I By BRF Investments, LLC ( 1 ) ( 2 ) ( 3 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other B. Riley Financial, Inc. 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES, CA90025 X B. Riley Securities, Inc. 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES, CA90025 X B. RILEY PRINCIPAL INVESTMENTS, LLC 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES, CA90025 X BRF Investments, LLC 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES, CA90025 X RILEY BRYANT R 11100 SANTA MONICA BLVD. SUITE 800 LOS ANGELES, CA90025 X Signatures B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 12/04/2023 Signature of Reporting Person Date B. Riley Securities, Inc. by: /s/ Andrew Moore, Chief Executive Officer 12/04/2023 Signature of Reporting Person Date B. Riley Principal Investments, LLC by: /s/ Kenneth Young, Chief Executive Officer 12/04/2023 Signature of Reporting Person Date BRF Investments, LLC., by: /s/ Phillip Ahn, Authorized Signatory 12/04/2023 Signature of Reporting Person Date /s/ Bryant R. Riley 12/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by B. Riley Financial, Inc., a Delaware corporation ("BRF"), B. Riley Securities, Inc., a Delaware corporation ("BRS"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), BRF Investments, LLC, a Delaware corporation ("BRFI"), and Bryant R. Riley. ( 2 )BRF is the parent company of BRS, BRPI and BRFI. As a result, BRF may be deemed to indirectly beneficially own the securities of The Arena Group Holdings, Inc. (the "Issuer") held of record by BRS, BRPI and BRFI. BRF expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of such Reporting Person's pecuniary interest therein. ( 3 )Bryant R. Riley, as Chief Executive Officer of BRCM and Chairman and Co-Chief Executive Officer of BRF, has voting power and dispositive power over the securities of the Issuer held of record by BRS, BRPI and BRFI. As a result, Bryant R. Riley may be deemed to indirectly beneficially own the securities of the Issuer held of record by BRS, BRPI and BRFI. Bryant R. Ri ley expressly disclaims beneficial ownership of the securities of the Issuer reported herein held indirectly except to the extent of his pecuniary interest therein. ( 4 )Represents shares held directly by Bryant R. Riley. ( 5 )The warrants to purchase shares of Common Stock (the "Warrants") held by BRS are exercisable on or prior to October 20, 2025 at an initial exercise price of $1.00 per share. The Warrants are only exercisable in the event the Issuer amends its Certificate of Incorporation to authorize additional shares of Common Stock upon receiving shareholder approval of such amendment. This amendment has not been filed and/or accepted by the State of Delaware as of the date of this filing. The Warrants are also subject to a beneficial ownership limitation of 4.99%. ( 6 )Represents warrants previously held by BRPI and subsequently transferred to BRFI, and reflects the 1-for-22 reverse stock split effected on February 9, 2022 in connection with the Issuer uplisting its Common Stock to the NYSE American stock exchange.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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